SEC Form 4 · accession 0001443646-16-000140

Booz Allen Hamilton Holding Corp · BAH

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Kevin L Cook

Officer — EVP and CFO

Period of report

May 25, 2016

Accepted (ET)

May 27, 2016 · 4:12 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001443646

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1	May 25, 2016	M	31,992	$11.93	A	41,754	D
Class A Common Stock^F2,F1	May 25, 2016	S	31,992	$29.1629	D	9,762	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (right to buy)^F3	$11.93	May 25, 2016	M	10,664	D	—	Apr 1, 2021	Class A Common Stock	10,664	2,669	D
Employee Stock Option (right to buy)^F4	$11.93	May 25, 2016	M	13,864	D	—	Apr 1, 2021	Class A Common Stock	13,864	3,470	D
Employee Stock Option (right to buy)^F5	$11.93	May 25, 2016	M	7,464	D	—	Apr 1, 2021	Class A Common Stock	7,464	1,869	D

Explanation of responses

F1Includes shares of Class A restricted common stock and restricted stock units.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.14 to $29.231368, inclusive. The reporting person undertakes to provide to Booz Allen Hamilton Holding Corporation, any of its security holders, or the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F310,664 options are fully vested and exercisable. The remaining options vest and become exercisable, subject to the reporting person's continued employment,on June 30, 2016. These options fully vest and become exercisable immediately prior to the effective date of certain change in control events.
F413,864 options are fully vested and exercisable. The remaining options are subject to vesting based on EBITDA performance goals and will be forfeited on June 30, 2016. In the event of a change in control event prior to June 30, 2016, any unvested options will vest immediately prior to the effective date of the event if certain conditions are met.
F57,464 options are fully vested and exercisable. The remaining options will vest and become exercisable on June 30, 2016 based on the achievement of cumulative cash flow performance goals, subject to the reporting person's continued employment. In the event of a change in control event prior to June 30, 2016, any unvested options will vest immediately prior to the effective date of the event if certain conditions are met.